CHARLOTTE, N.C., Jan. 19, 2017 /PRNewswire/ -- Albemarle
Corporation (NYSE: ALB) (the "Company" or "Albemarle"), a leader in the global specialty
chemicals industry, today announced the pricing, as set forth in
the table below, of its previously announced tender offers (the
"Maximum Tender Offers") to purchase for cash up to a maximum
repurchase amount of its 1.875% senior notes due 2021 (the "2021
Notes") and 4.150% senior notes due 2024 (the "2024 Notes";
together, the "Maximum Tender Offer Notes"). Since the
aggregate principal amount of 2021 Notes tendered will exceed the
Aggregate Maximum Repurchase Amount (as defined below), none of the
tendered 2024 Notes will be accepted for purchase.
The table below sets forth the information as to pricing and
Total Consideration (as defined below) for the Maximum Tender
Offers.
Up to the $325,215,000 Aggregate Maximum Repurchase Amount
(a)
of the Outstanding Notes Listed Below
Title of
Security
|
CUSIP/ISIN
Number
|
Principal Amount
Outstanding
|
Acceptance
Priority Level
|
U.S. Treasury
Reference Security/
Interpolated
Rate
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Early Tender
Payment
|
Principal Amount
Tendered
|
Total
Consideration
(b)
|
1.875% senior notes
due 2021
|
ISIN:
XS1148074518
|
€700,000,000
|
1
|
Interpolated Mid-Swap
Rate
|
ICAE1
|
35 bps
|
€30.00 per €1,000
(b)
|
€533,330,000
|
€ 1,067.85
|
4.150% senior notes
due 2024
|
CUSIP:
012725AC1
ISIN:
US012725AC13
|
$425,000,000
|
2
|
2.00% U.S.T. due
11/15/26
|
PX1
|
85 bps
|
N/A (c)
|
$229,435,000
|
N/A (c)
|
(a)
|
The Maximum
Tender Offers are subject to an Aggregate Maximum Repurchase Amount
of $325,215,000, which was calculated as $500,000,000 (converted
into U.S. Dollars where applicable as described in the Offer to
Purchase, as defined below) principal amount less the $174,785,000
aggregate principal amount of its 4.500% senior notes due 2020 that
were validly tendered and accepted for purchase in the offers to
purchase for cash any and all of its outstanding 3.000% senior
notes due 2019 and 4.500% senior notes due 2020. The Company has
allocated the Aggregate Maximum Repurchase Amount for purchase of
Maximum Tender Offer Notes as more fully set forth
herein.
|
(b)
|
Per €1,000 principal
amount, as described below. The Total Consideration (as
defined below) for the 2021 Notes validly tendered prior to or at
the Early Tender Date (as defined below) and accepted for purchase
is calculated using the fixed spread therefor referenced in the
above table, and is inclusive of an amount in cash equal to the
amount set forth in the table above under the heading "Early Tender
Payment".
|
(c)
|
The 2024 Notes will
not be accepted for purchase.
|
The "Total Consideration" listed in the table above for each
€1,000 principal amount of the 2021 Notes was determined at
10:00 a.m. (New York City time) on the date hereof, which
is the business day following the early tender date and time of
5:00 p.m., New York City time, on January 18, 2017 (the "Early Tender Date").
The Total Consideration for the 2021 Notes includes an amount in
cash equal to the amount set forth in the table above under the
heading "Early Tender Payment". Only holders of the 2021
Notes who validly tendered and did not validly withdraw their
tenders at or prior to the Early Tender Date are eligible to
receive the Total Consideration for such 2021 Notes accepted for
purchase.
As of the Early Tender Date, according to information
provided by D.F. King & Co.,
Inc., the tender and information agent for the Maximum Tender
Offers, a total of €533,330,000 aggregate principal amount of the
2021 Notes (which have the highest acceptance priority level) had
been validly tendered and not validly withdrawn in the Maximum
Tender Offers. Since the principal amount of 2021 Notes
tendered will exceed $325,215,000
(the "Aggregate Maximum Repurchase Amount"), none of the tendered
2024 Notes will be accepted for purchase pursuant to the Maximum
Tender Offers and no Maximum Tender Offer Notes tendered after the
Early Tender Date will be accepted. Withdrawal rights for the
Maximum Tender Offer Notes expired on the Early Tender Date.
The table above sets forth the aggregate principal amount of the
2021 Notes validly tendered and not validly withdrawn by the Early
Tender Date. The 2021 Notes will be subject to proration as
described in the offer to purchase, dated January 4, 2017 (the "Offer to Purchase"), based
on conversion from Euros to U.S. Dollars as described in the Offer
to Purchase, assuming an FX rate of 1.0591
USD = 1.00 EUR (as reported on
the Bloomberg screen page "FXIP" as of 10:00
a.m. (New York City time)
on the date hereof).
The Maximum Tender Offers will expire at 11:59 p.m., New York
City time, on February 1,
2017, unless extended or earlier terminated. Because
the Maximum Tender Offers have been fully subscribed as of the
Early Tender Date, holders who tender Maximum Tender Offer Notes
after the Early Tender Date will not have any of their Maximum
Tender Offer Notes accepted for purchase. Any Maximum Tender
Offer Notes tendered after the Early Tender Date, together with all
Maximum Tender Offer Notes (other than the 2021 Notes that are
accepted for purchase after proration) tendered at or prior to the
Early Tender Date, will be returned to the holders thereof as
described in the Offer to Purchase and the related letter of
transmittal and notice of guaranteed delivery (collectively, the
"Tender Offer Documents"). The settlement date for the
Maximum Tender Offer Notes is expected to be January 20, 2017.
Albemarle will fund the Maximum
Tender Offers with the net proceeds from the previously completed
sale of its Chemetall Surface Treatment segment. The Maximum Tender
Offers are being made to reduce the Company's outstanding
debt.
Information Relating to the Tender Offers
BofA
Merrill Lynch is the Sole Dealer Manager for the tender offers.
Investors with questions regarding the tender offers may contact
the Sole Dealer Manager at (888) 292-0070 (U.S. toll-free), (980)
387-3907 (collect) or +44-20-7996-5420 (London). D.F.
King & Co., Inc. is the tender and information agent for
the tender offers and may be contacted at (800) 967-4617
(toll-free) or (212) 269-5550 (collect). The Tender Offer
Documents may be downloaded from D.F.
King & Co., Inc.'s website
at www.dfking.com/alb/ or obtained from D.F. King & Co., Inc., free of charge, by
calling (888) 542-7446 (U.S. toll-free) or +44-20-7920-9700
(London); bankers and brokers may
call (212) 269-5550 (collect).
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the above-referenced securities and the tender offers do not
constitute offers to buy or the solicitation of offers to sell
securities in any jurisdiction or in any circumstances in which
such offers or solicitations are unlawful. The full details of the
tender offers, including complete instructions on how to tender
securities, are included in the Tender Offer Documents. Holders are
strongly encouraged to read carefully the Tender Offer Documents,
including materials incorporated by reference therein, because they
contain important information.
About Albemarle
Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, NC, is a global specialty chemicals
company with leading positions in lithium, bromine and refining
catalysts. We power the potential of companies in many of the
world's largest and most critical industries, from energy and
communications to transportation and electronics. Working
side-by-side with our customers, we develop value-added, customized
solutions that make them more competitive. Our solutions combine
the finest technology and ingredients with the knowledge and
know-how of our highly experienced and talented team of operators,
scientists and engineers.
Discovering and implementing new and better performance-based
sustainable solutions is what motivates all of us. We think beyond
business-as-usual to drive innovations that create lasting value.
Albemarle employs approximately
4,100 people and serves customers in approximately 100 countries.
We regularly post information to www.albemarle.com, including
notification of events, news, financial performance, investor
presentations and webcasts, non-GAAP reconciliations, SEC filings
and other information regarding our company, its businesses and the
markets it serves.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Such statements are subject
to a number of assumptions, risks and uncertainties, many of which
are beyond the control of the Company. These risks include, but are
not limited to, the Company's ability to complete either of the
Maximum Tender Offers and reduce its outstanding indebtedness and
the other risks identified in the Offer to Purchase, the Company's
Annual Report on Form 10-K and its other filings with the
Securities and Exchange Commission. Investors are cautioned that
any such statements are not guarantees of future performance and
that actual results or developments may differ materially from
those projected in the forward-looking statements. The
forward-looking statements in this press release are made as of the
date hereof, and the Company does not undertake any obligation to
update the forward-looking statements as a result of new
information, future events or otherwise.
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SOURCE Albemarle Corporation